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USER AGREEMENT
This AGREEMENT is entered into as of JANUARY 10, 2000, by and between
XXXXXXX.XXX, Inc., a Delaware Corporation and ANGEL CITI FILM AMD MUSIC MARKET
("User") at 0000 X. XXXX XXXXXX, XXXXX 000, XXXXXXXXX, XXXXXXXXXX 00000
000-000-0000.
IN CONSIDERATION OF THE MUTUAL PREMISES AND COVENANTS SET FORTH HEREIN, THE
PARTIES AGREE AS FOLLOWS:
1. LICENSE: User hereby licenses XXXXXXX.XXX to act as its exclusive agent
for the sale of User's tickets to all of User's events that are
available for sale to the general public. Exclusive is herein defined
to mean that XXXXXXX.XXX will act as User's only off premises ticket
agency, only telephone ticket agency, only telephone ticket sales
operation for single tickets except those sold to season ticket
customers, and only service offering, User's tickets for sale via any
and all computer-based systems to any other remote technology as the
same is set forth in definition of Ticket System. User retains the
right to sell User's tickets at User's Box Office to customers
appearing in person or ordering by mail. If user's Box Office is
computerized by XXXXXXX.XXX, all tickets "open" for sale to the general
public will be "open" for sale through the Ticket System as well as the
Box Office.
2. TERM: The initial term of this Agreement shall be 2 YEARS commencing on
the date hereof. The term of this Agreement shall be extended in
accordance with the provisions of Section II of the Additional Terms
and Conditions included herein.
3. PRICES:
a) User shall establish the face price of all tickets sold
through the XXXXXXX.XXX System.
b) XXXXXX.XXX's Customer Convenience Fee shall be consistent with
convenience fees now charged to XXXXXXX.XXX's customers or as
otherwise mutually agreed upon.
c) BASSCHARGE per order fee shall be consistent with BASSCHARGE
per order now charged to XXXXXXX.XXX's customers.
4. INSIDE CHARGES: XXXXXXX.XXX shall be entitled to the following
per-ticket inside charges from User, to be deducted from settlement:
a) Ticket Center Sales: $ per ticket sold at a Ticket Center 0.0%
OF THE GROSS TICKET PROCEEDS COLLECTED AT THE TICKET CENTER.
b) Telephone Sales: $ per ticket sold by telephone 2.7 % OF THE
GROSS TICKET PROCEEDS COLLECTED THROUGH BASSCHARGE. Note: This
amount or rate may be changed up or down upon 30-days written
notice if XXXXXXX.XXX credit cards rates are changed.
c) Advance Ticket Printing: $0.10 per ticket printed by
XXXXXXX.XXX in advance, $50.00 minimum per order. For all
ticket printing orders XXXXXXX.XXX requires advance notice of
seven (7) business days. d) See VIII f.
5. SET-UP PROCESSING FEE: $350.00 (ONE TIME INITIAL FEE) IS WAIVED.
6. SETTLEMENT: XXXXXXX.XXX shall collect the proceeds from sales of
tickets, deposits such proceeds due to User less the amounts
XXXXXXX.XXX is entitled to retain pursuant to this Agreement. Such
payment shall be made on Friday of each week for ticket sales to
Performances occurring during Monday through Sunday of the week
proceeding such payment date.
7. ADVERTISING: In all print advertising or other promotional material
which User creates, causes to be produced, controls or recommends
relating to any Performance, User shall include the current and
approved XXXXXXX.XXX logo and wording. All broadcast copy should
include the following wording: "Tickets available through
XXX.XXXXXXX.XXX OR, (000) 000-0000. Tickets are subject to a
convenience fee." User is obligated to include phone number for
appropriate market only. If user maintains a site on an on-line
computer service, or any portion of the Internet, User agrees as
follows: If its site provides information concerning sale of User's
Tickets which are subject to this Agreement, User will arrange for a
hyperlink to the appropriate XXXXXXX.XXX on-line or internet site to
accomplish all on-line ticket sale transactions or information.
XXXXXXX.XXX will furnish address as applicable and required. See also
VI of the Additional Terms and Conditions.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.
USER: ANGEL CITI FILM FESTIVAL AND MUSIC MARKET XXXXXXX.XXX
By: _____________________________________ By: _____________________________________
Printed Name: Xxxxx Xxxxxxx Title: _____________________Date:___________
CEO Date: ________________ Representative: Xxxxx Xxxxxx
Federal ID # _________________________________
WWW. XXXXXXX.XXX 0000 Xxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 main
000-000-0000 fax 000-000-0000 BASS Tickets Protix Fantastix Advantix SQL
Prologue PASS Art Soft TicketMaker Professional Access Control System 2100
1. Definitions: As used in this Agreement, the following terms shall have
the respective meanings indicated below.
a) BASSCHARGE: The service XXXXXXX.XXX has established which
enables the public to call a phone number, use on-line
services or other remote technology and charge the purchase of
User's tickets.
b) BOX OFFICE: The ticket locations at the facility that are
operated by User or by the facility management.
c) CUSTOMER CONVENIENCE FEE: The per-ticket amount charged to a
ticket purchaser for the convenience of using the XXXXXXX.XXX
System and the charge per telephone order assessed for
BASSCHARGE telephone orders, which covers postage and
handling.
d) FACILITY: The building or venue at which a Performance
sponsored or promoted by a User is held.
e) INSIDE CHARGE: The amount charged by XXXXXXX.XXX to User for
services rendered by XXXXXXX.XXX under this Agreement.
f) PERFORMANCE: A sporting event or other entertainment feature
sponsored or promoted by User and with respect to which User
has authority to sell tickets to the public.
g) SET-UP FEE: The amount charged by XXXXXXX.XXX for inauguration
of User into the XXXXXXX.XXX System.
h) TICKET CENTER: A retail ticket selling agency licensed by
XXXXXXX.Xxx to sell tickets to a Performance as made available
through the XXXXXXX.XXX System and are offered for sale to the
public.
i) TICKET SYSTEM: The ticket centers, box offices and BASSCHARGE
department established and operated by or contracted by
XXXXXXX.XXX for the purpose of selling and / or printing
tickets; including but not limited by this reference to the
computer system and any other remote electronic technology
such as fax, on-line services, Internet, kiosks, interactive
TV or any other remote ticket selling and delivering equipment
or devices and methods used to sell, deliver or make tickets
available.
II. TERM: The initial term of this Agreement is set forth in Paragraph 2 on
the first page of this Agreement. This Agreement shall be automatically
renewed for successive one (1) year terms following the initial term
hereof, unless either party notifies the other party in writing, not
less than ninety (90) nor more than one hundred-twenty (120) days prior
to the end of the initial term or the current renewal term, of its
intention not to renew this Agreement.
II. SALES/PRICES:
a) User hereby authorizes XXXXXXX.XXX to establish any policy
that XXXXXXX.XXX Shall Determine in connection with the
acceptance of cash and credit cards for the payment of tickets
by consumers.
b) User hereby authorizes XXXXXXX.XXX to collect the face price
of each ticket and the Customer Convenience Fee and The
BASSCHARGE per order fee as applicable from each ticket
purchaser. XXXXXXX.XXX shall be entitled to retain the full
amount of the Customer Convenience Fee in partial
consideration for the services it performs hereunder and any
and all interest earned thereon.
c) XXXXXXX.XXX may deduct the inside charges and Customer
Convenience Fees set forth under paragraph 4 of this Agreement
from the settlements paid to User.
d) The set-up fee shall be non-refundable and shall be due and
payable upon execution of this Agreement by User.
e) Upon User's request, XXXXXXX.XXX may, but shall not be
obligated to, provide tickets to User at the Box Office at the
price set forth in Paragraph 4 ( c ) of this Agreement.
III. REPRESENTATIONS AND WARRANTIES: User hereby represents and warrants to
XXXXXXX.XXX as follows:
a) This Agreement has been duly authorized, executed and
delivered by User and constitutes the valid, legal and binding
agreement of User, enforceable in accordance with its terms.
b) The entering into and performance of this Agreement will not
result in any breach of, or constitute a default under, any
other agreement to which User is a party, including, without
limitations thereby, any agreement for the sale or other
disposition of tickets for the performance.
c) There is no existing exclusive agreement or understanding
between User, and/or the facility's owners or operators and
any third party respecting the sale of tickets for any
Performance held at the facility that would invalidate this
Agreement.
d) User is an agent of each facility at which any of its
Performances are held and is duly authorized in such capacity
to execute and deliver this Agreement for ticketing services.
e) User warrants that the number of tickets put on sale does not
exceed legal, fire or other restrictions of the facility or
governmental agencies or laws.
f) User shall indemnify, hold harmless and deferred XXXXXXX.XXX
from any and all claims, losses, damages, actions, causes of
action, liabilities, costs and expenses of any kind, including
attorney's fees, arising from any actual or claimed breach by
User of any and all of User's obligations under this Agreement
or under applicable law.
IV. SETTLEMENT: Settlement payments shall be made by check payable only to
User and delivered by mail to User. Delivery of said check shall
constitute full performance by XXXXXXX.XXX of its obligation to make
such a settlement payment to User or to any person whatsoever.
XXXXXXX.XXX shall be entitled to retain for a period up to one hundred
eighty (180) days an amount of not more than ten percent (10%) of
proceeds from tickets priced at fifty dollars ($50.00) or over and sold
by BASSCHARGE service. Such withheld funds will be used to offset any
customer credit card "charge-backs" which occur during the withheld
period. XXXXXXX.XXX will remit the withheld amount plus interest at
XXXXXXX.XXX's earnings rate less any charge-backs at the end of the
withheld period. XXXXXXX.XXX will furnish User with all documentation
concerning customer's "charge-backs" pertaining to User's events.
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VI. ADVERTISING: In the event that available advertising space does not
permit the full inclusion of the wording appearing in the other
provision of this Agreement, then a condensation thereof must be
approved by XXXXXXX.XXX. However, with the exception of collateral
material, the failure to include XXXXXXX.XXX in any advertising or
promotion of a Performance shall be a material breach of this Agreement
and cause for immediate termination by XXXXXXX.XXX
VII. TAXES: If any city, county, municipality, district, state or federal
statute subsequently enacted imposes a sales, excise, use, or other tax
or assessment or charge which is placed upon the admission, ticket, or
right to occupy a seat at a performance, event, or game, it is
understood and agreed that such tax will be imprinted on the ticket and
be exclusive of the ticket price or convenience charge and shall be
collected by XXXXXXX.XXX as a portion of the price of admission.
XXXXXXX.XXX shall remit the same to the entity involved and make,
execute, and complete any and all reports or returns required by any
such law, ordinance, or regulation, and shall be have no further
liability or obligation. Any other additional charges or costs shall be
borne by User. In the event XXXXXXX.XXX is to be held responsible for
any such taxes or assessments, XXXXXXX.XXX at its sole option may
cancel and terminate this Agreement on ten (10) days written notice
unless User shall, in writing, agree to reimburse XXXXXXX.XXX for the
amount of any such taxes.
VIII. MISCELLANEOUS:
a) AMENDMENTS: This Agreement shall not be changed, modified or
amended in any respect without mutual consent of the parties
hereto, which consent shall be evidenced by a written
amendment to this Agreement executed by the parties hereto.
c) APPLICABLE LAW: This Agreement shall be governed by, and
construed I accordance with, the laws of the State of
California.
d) BINDING EFFECT: The terms, conditions, provisions and
undertakings contained in this Agreement shall be binding upon
and inure to the benefit of each of the parties and their
respective successors and assigns. User shall not assign this
Agreement without the prior written approval of XXXXXXX.XXX.
e) CONFIDENTIAL: User and XXXXXXX.XXX agree that the terms of
this Agreement shall be maintained by the parties on a
confidential basis and shall not be disclosed to any third
party without User or XXXXXXX.XXX's prior written approval.
f) PERFORMANCE INFORMATION: Prior to any Performance or the sale
of any tickets to the same, User shall, in a timely manner,
furnish XXXXXXX.XXX with any and all information that
XXXXXXX.XXX may request in order for XXXXXXX.XXX to program
the Performance into the XXXXXXX.XXX System, including, but
not limited to, the names of the performers, the dates of the
performances and the face price of all tickets. XXXXXXX.XXX
shall enter such information given into the XXXXXXX.XXX System
within five (5) working days after receipt thereof and will
notify User when event information is ready to verify. User
accepts all responsibility for such information after such
verification.
f) INFORMATION CHANGE:
i) If User elects to change the information contained on
its ticket header or changes pricing categories or
other event information and has been fully informed
by XXXXXXX.XXX of the possible confusion or problems
that could result, User agrees that it will be solely
responsible and liable in the event of any misstated
information or claimed losses. User agrees to assume
all risks related thereto, including but not limited
by this designation to claimed losses of ticket
sales, losses of revenues or income, damages, or
claims of any kind or nature whatsoever.
ii) If User requests a major change to the initial
information submitted by User and entered by
XXXXXXX.XXX into the Ticket System, XXXXXXX.XXX
reserves the right to assess an additional processing
charge. Such change and subsequent charge will not be
assessed by XXXXXXX.XXX until XXXXXXX.XXX has
notified User and User has agreed to accept the
charge.
iii) If User requests a change of payee, XXXXXXX.XXX
reserves the right to assess a twenty-five dollar
($25.00) charge for each change, which shall be
withheld from settlement.
iv) If User requests a change of address, TICKETS>COM
reserves the right to assess a ten dollar ($10.00)
charge for each change, which shall be withheld from
settlement.
g) LIMITATION OF LIABILITY: In the event of any breach of this
Agreement by XXXXXXX.XXX, and because of the impracticability
and difficulty in being able to assess damages, the limitation
of any claim of loss by User shall be no greater than the
proven financial loss sustained by User by virtue of such
breach, and in no event greater than three hundred fifty
dollars ($350.00). In no event shall XXXXXXX.XXX or User be
liable for incidental or consequential damages arising out of
this Agreement.
h) NO MINIMUM SALES: It is understood that XXXXXXX.Xxx does not
guarantee (I) that any minimum or fixed number of tickets will
be sold through the XXXXXXX.XXX System, (ii) that short term
interruptions of service will not occur during the term hereof
or (iii) that each person processing ticket orders will be
fully familiar with each or all of the Performances.
i) NOTICES: Any notice required or permitted to be given by the
provisions hereof shall be conclusively deemed to have been
received by a party hereto on the day it is delivered to such
party at the address indicated under said party's signature on
the reverse side hereof (or at such other address as such
party shall specify to the other party I writing) or if, sent
by registered or certified mail, on third business day on
which it is mailed to such party at said address. Unless
specifically stated to the contrary herein, all notices
required under this Agreement must be in writing.
j) PROMOTION: It is understood that XXXXXXX.XXX does not
guarantee to create or undertake any specific advertising or
promotions, nor does XXXXXXX.XXX guarantee any specific
distribution or dissemination of User's materials or
promotional matters.
k) REFUNDS/EXCHANGES: User agrees to comply with XXXXXXX.XXX's
reasonable business practices concerning the return,
refunding, and/or exchange of tickets.
l) User warrants that it conducts its operations in a
nondiscriminatory manner in compliance with applicable legal
requirements, including and without limitation the Americans
With Disabilities Act and California's Xxxxx Civil Rights Act
and Disabled Persons Act, Civil Code SS 51et seq. User agrees
to indemnify and hold XXXXXXX.XXX free and harmless from any
loss, claim, cause of action or damage which may occur as a
result of any claim of breach of any such obligation, pursuant
to paragraph IV. (f.) of this Agreement.
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